Corporate Governance

       The Board of Directors has both allowed and facilitated good business management in every levels of the organization and it has continuously improved and strived to enhance our performance to achieve intended business goals as efficiently as possible. The Board of Directors has always conducted our business according to local laws and other related regulations and takes pride in our truthfulness and transparency. The Board of Directors truly believes that good, transparent and effective business management will significantly contribute to the company’s better performance and higher business returns. This is certainly most beneficial in the long run for our shareholders, investors and all other associates. Hence, the Board of Directors has determined our business administration and management policies as follows.

  1. To conduct business in accordance with the principles of Good Corporate Governance along with transparency and verifiability.
  2. To direct all members of director to act according to their entrusted roles and responsibilities as effectively and as efficiently as possible.
  3. To treat shareholders and other stakeholders with parity and fairness and disclose sufficient business information for all parties and associates involved.
  4. To supply adequate internal business control to ascertain appropriate risks management standard and ensure regular follow-ups.
  5. To determine the company’s visions, missions, goals, policies, business plans and corporate budgets and must undertake relevant follow-ups on a regular basis.
  6. To provide Authorization Manual to the company’s executives, employees and other associates to inform and specify their roles and responsibilities, their parts in decision-makings and their scope of power in accordance with their entrusted roles and assigned duties.
  7. To provide Code of Conduct and notify the members of Director along with every other employees and associates to adhere to.


Policy and guidelines related to the board of directors


Nomination of directors

       The Nomination and Remuneration Committee has been assigned the duty to recruit qualified persons according to the Securities and Exchange Act, including other laws related thereto, in accordance with the qualifications specified by the Company and propose them to the Board of Directors and/or the shareholders’ meeting for consideration and appointment (as the case may be) according to the Company’s regulations. The Nomination and Remuneration Committee has recruited qualified individuals from the following channels:

  • The shareholders are given the opportunity to propose an agenda and nominate qualified persons to be elected as directors in advance from October 1, 2025, to December 30, 2025, for the Annual General Meeting of the year 2026. The shareholders are informed through the news system of the Stock Exchange of Thailand and the Company’s website. To give the right to minority shareholders to nominate a person to be appointed as a director, the Company has established preliminary criteria that minority shareholders wishing to nominate a person to be considered for the position of director must be shareholders of the Company, which may be a single shareholder or a combination of shareholders or voting rights no less than five percent of the total number of shares with voting rights of the Company (no less than 31,637,633 shares) to nominate only one person, who must be a shareholder of the Company on the date of proposing the agenda, to be considered for election to be a director. The appointment of people to the position of directors is decided by a majority vote. The cumulative voting system is not used.
  • List of qualified persons recommended by executives, directors, and reliable outsiders, including names from the Director Pool database of the IOD.
  • Each director is given the opportunity to nominate a person who is considered to be the right person.


       The Nomination and Remuneration Committee will review and evaluate the skills and characteristics of the directors and the overall composition of the Board of Directors in accordance with the strategy and direction of the Company’s business operations and prepare a Board Sill Matrix Table to consider the necessary skills that the Board of Directors is missing. The Nomination and Remuneration Committee has also considered a variety of professional skills, knowledge, expertise, experience, independence, and other competencies without limiting the age, gender, or race of the directors.     

        Appointment Process

  1. In case of vacancy due to retirement by rotation

In case of vacancy due to retirement by rotation, the Nomination and Remuneration Committee will consider recruiting and selecting qualified candidates as directors in order to propose opinions to the Board of Directors’ meeting and to the Annual General Meeting of Shareholders for further approval of the election. In case of re-election for another term, the Nomination and Remuneration Committee will consider various factors, including the results of the performance, history of attendance, and participation in the meeting. In the case of independent directors, the Committee will consider expressing their opinions independently in the meeting.

        The procedures for the appointment directors as follows

  • Proposed qualified nominee to be elected as a director of the company. The Nomination and remuneration committee will consider nominee as director to propose to the board of directors to consider before proposed to the shareholders’ meeting.
  • Each shareholder has number of vote equal to the number of shares held.
  • Each shareholder must use all their votes to elect candidate to be a director but cannot divide the vote.
  • The nominee shall be ranked by shareholder’s vote and appointed as director. In the case when nominees have equal vote. The chairman of the board of directors is a deciding to elect these nominees to be as a director.

 

  1. In the event of a vacancy due to any reason other than retirement

The Nomination and Remuneration Committee will nominate qualified candidates as directors to propose to the meeting of the Board of Directors for approval of their appointment as directors to fill the vacancy. The person who becomes the replacement director shall be able to remain in the position only for the remainder of the current director’s term. The resolution to appoint such a replacement director shall receive a majority of the votes in the resolution of the meeting, unless the term of the director is less than 2 months. It shall be proposed to the general meeting of shareholders to approve the appointment of directors to fill the vacant position.


 
Determination of director remuneration

       The Nomination and Remuneration Committee has been assigned the duty to consider the remuneration and meeting allowance for director by compared with other similar business and suitable for the job with adequacy and maintain Directors who are qualified and experienced and took into account commensuration with duties and assigned responsibilities and the operating performance. The company does not pay any other benefits to its directors, besides director meeting allowance and director bonuses and present to the Company's Board of Directors for consideration, to present to the shareholders' meeting for consideration and approval.

       At the Annual General Meeting of Shareholders No. 1/2025 held on April 23, 2025, resolutions were passed to approve the directors' remuneration for the year 2025 and to approve the directors' bonuses for the year 2025 as follows:

  1. The meeting allowance for the year 2025 which is increased from the previous year due to additional tasks and responsibilities assigned to the sub-committees. The meeting allowance will be effective from the date of approval at the Annual General Meeting of Shareholders and will remain in effect until any changes are made.

        Note: The ** symbol after the figures indicates an increase in the meeting allowance.

Meeting Allowance

Baht/Person/Meeting

Position

2025

2024

2023

The Board of Directors

 

Chairman

40,000

40,000**

30,000

Member

30,000

30,000**

25,000

The Audit and Risk Management Committee

 

Chairman

35,000**

30,000

30,000

Member

30,000**

25,000

25,000

The Nomination and Remuneration Committee

 

Chairman

30,000**

25,000

25,000

Member

25,000**

20,000

20,000

The Executive Committee

Chairman

35,000**

30,000

30,000

Member

30,000**

25,000

25,000

The Corporate Governance and

Sustainable Development Committee

Chairman

30,000**

25,000

25,000

Member

25,000**

20,000

20,000

 

  1. The monthly director remuneration for the year 2025 : There is no monthly remuneration for director, which is equivalent to the previous year.

Details

2025

2024

2023

The monthly remuneration

None

None

None

 

  1. The other compensation, benefits or non-monetary benefits for the year 2025 : There is no other compensation, benefits or other non-monetary benefits which are equivalent to the previous year.

Details

2025

2024

2023

The other compensation, benefits or non-monetary benefits

None

None

None

 

  1. The bonus for director for the year 2025 in an amount not exceeding Baht 5,000,000, which is increased of baht 500,000 from the year 2024 due to the additional responsibilities assigned to the directors. The Chairman of the Board will be responsible for determining the allocation based on appropriateness.

Details

2025

2024

2023

The bonus for director

Baht 5,000,000

Baht 4,500,000

Baht 4,500,000


 Independence of the board of directors from the management

  1. The appointment of directors is in accordance with the Company's regulations. The Board of Directors consist of 10 directors as details follows;
  • male director 10 persons
  • female director -none-
  • Independent Director 4 persons or 40% of the Board of directors,
  • Non-Executives Director 5 persons or 50% of the Board of directors,
  • Executives Director 1 persons or 10% of the Board of directors.

 

  1. All directors must receive an orientation along with necessary information on various aspects of business operation of the company from their very first day in office. This is a company’s policy which is applicable to all individuals who agree to take up a position as part of the Board of directors.

In 2025, there were no new directors, therefore, no orientation for new directors was held, including informing them about the business operations, business goals, and the roles and responsibilities of the directors.

 

  1. The number of independent director made up a third of the entire of the Board of Directors. In any case, the independent directors are free to act with their delegated authority. They do not need to answer to Executives, major stocks holders or even the Chairman of the Board of directors.

In 2025, there will be 4 independent directors out of a total of 10 directors on the board.

 

  1. The Chairman of the Board of directors must not be the same person with the Chief Executive Officer.

In 2025 Mr.Chusak Prachayangpreecha is The Chairman of the Board of directors and Mr.Kringbhong Takviriyanun is Chief Executive Officer.

 

  1. This is to guarantee the good and balanced allocation of responsibilities in both policy-making and day-to-day management. The company clearly stipulates and defines roles and responsibilities of every level of administration which can be referred to in our Business Operation Manual. The company also delegates and allocates duties and responsibilities of each finance position to ensure that relevant officers can work independently and can fully exercise their delegated authority to achieve their goals and objectives. This shall establish balance, transparency, and also credibility throughout bookkeeping processes and in their acting as custodians for the company’s assets. With clear boundaries between each administrative and finance position, the company can make sure that all related works and financial records are verified and that all directors can work to the fullest of their ability as representatives of all stocks holders to achieve intended results. This shall lead and necessitate a counterbalance between administrative and financial officers and help, in turn, to prevent fraudulence or other misconducts.

 

  1. The Board of Directors is responsible for directing and managing the company. Their performance shall comply with laws and regulations, the company’s objectives and obligations as well as the decisions resulted from the general meetings between the company and the shareholders with due honesty and transparency. They must also strive to safe keep the company’s profits and other advantages.

 

  1. The tenure of a director is fixed and must be in accordance with rules and regulations which stipulate that during the Annual General Meeting of every year, one-third (1/3) of the director members must leave the posts. In the case which director member cannot be equally divided into three separate groups, the closest possible number shall be applied instead. The Director whose tenure is the longest shall be the ones who have to leave the posts.

In 2025, three directors were completed their terms of office;

  • Nopporn Picha Independent Director, Vice Chairman of the Board of Directors, Chairman of the Audit and Risk Management Committee, and Member of the Nomination and Remuneration Committee.
  • Takon Tawintermsup Director, Vice Chairman of the Board of Directors, and Chairman of the Executive Committee.
  • Songridth Niwattisaiwong Directors and Corporate Governance and Sustainability Development Committee.

At the Annual General Meeting of Shareholders held on April 23, 2025, a resolution was passed to re-elect all three directors to serve another term as directors of the company.

 

  1. All directors possess knowledge, abilities, aptitudes and have undergone a training course necessary to become and act as Director. The program is known as “Directors Certification Program”(DCP) or as “Directors Accreditation Program” (DAP). Both are provided by Thai Institute of Directors (IOD). The Company's directors participated in the training course organized for 7 out of 10 directors, representing 70 percent of the total number of directors, as follows:
  • Chusak Prachayangprecha DCP Certificate Class 18/2002
  • Takon Tawintermsup        DCP Certificate Class 32/2003
  • Kitti Chatlekhavanich DCP Certificate Class 4/2000
  • Karoon Nuntileepong DCP Certificate Class 9/2001
  • Songridth Niwattisaiwong DCP Certificate Class 15/2002
  • Nopporn Picha DAP Certificate Class 2003
  • Apichai Boontherawara DAP Certificate Class 17/2004 & DCP Certificate Class 53/2005
  • Prokob Vivitijinda -None-
  • Supapat Ongsangkoon        -None-

 

  1. The Board of directors possess leadership skills, visions, and are able to make decision independently in order to maximize the company’s and all shareholders’ benefits. The Board of directors also participates in the process of determining and approving the company’s visions, missions, strategies, and objectives. The Management reviews the proposals for the Board of directors every 1-3 years, or, whenever major changes occur both in the business operation and in the economy.

In 2025 the Board of Directors meeting No. 4/2025 held on November 12, 2025, the Board of Directors reviewed the vision and mission and decided to maintain them as they are.

 

  1. In terms of business plans and corporate budget, the company has an action plan and follow up every quarter and implement ever year. The Management normally presents them to the Executives Committee to consider on a yearly basis. This practice is in accordance with the framework for business operation. The team shall report the information to the Board of directors and if the business plans or the corporate budgets put forward exceed the decision making authority delegated to the Executives Committee, they shall bring the proposals to the Board of directors for the approval. The Board of directors shall direct the Management to act according to business plans and proposed corporate budgets as efficiently and as effectively as possible.

In 2025, the management held four meetings to monitor a quarterly budget and action plan for all departments and clarify the progress of the budget and action plan, including the reasons for failure to follow the plan, to present to the Executive Committee. The management presented the budget and action plan for the year 2026 to the Executive Committee for consideration in October 2025 and presented them to the Board of Directors for approval in November 2025.        
       

  1. The delegation of authority and clear separation of each job duty, role and responsibility between the Board of directors, Chief Executive Officer and the Management must be generally practiced. The company also clearly specifies and describes the operational authorities in written language.

 

  1. Prevention of conflicts of interest, the transactions or business conducts between the Company and connected persons, related persons, or people who may have a conflict, have to be done in accordance with general commercial terms. All transactions will be done fairly at market prices and in a normal commercial manner or as a transaction that is a trade agreement in the same way that a person would do with a general counterpart in the same situation. There should be a trade bargaining power without influence from the status of directors, executives, or related persons (as the case may be) under reasonable conditions and it can be verified that such transactions do not cause a transfer of benefits. The Board of directors also takes precaution against any conflict over benefits that may arise. Under such circumstance, the company shall delegate an Audit and Risk Management Committee to see to the problems/conflicts and other related matters and put forward practical solutions appropriately and immediately. All business transactions shall be in accordance with the SET rules and regulations both in terms of prices and conditions-similar to transactions with any outsider. The specific details of the transaction, value, contract partners, reasons/needs must be clearly present in the Annual Report aand must also be included in notice section of Corporate Budget under the detail on account reports of related individuals.

 

  1. The company has a policy which states that Director and Executives must notify about the trading of the company’s stocks at least 1 day prior to the actual transaction so that the Audit committee can investigate on the matter through Company Secretary and must hand in report on all stakes holders involved every 6 month. Secretary Company must hand in a copy of the report to the head of the Audit and Risk committee afterwards. The directors and executives has a duty to report changes in securities holding to SEC and informing the Company Secretary in order to record the changes and summarize securities of individual directors and executives to report to the Board of Directors.

 

  1. The Board of directors has developed a system for internal control that covers all finance, business operation, risk management to ensure that they comply with laws, rules and related regulations. The Board of directors also provides an effective mechanism to investigate and counterbalance and make sure that all funds and assets of both the company’s and the investors’ are attentively protected. In addition, the Board of directors also determines the company’s levels of authority. Any committee approval shall have with it clear signatures of associated personnel as specified in the manual concerning the business operation and Executives/employees’ responsibilities. All business forms must be written clearly and explicitly. There should be Internal Audit solely to investigate and control the working processes of all departments and keep up to the relevant standards. Internal Audit must also assess the effectiveness and sufficiency of the current level of internal control within the company. In any case, the Audit committee shall delegate necessary power and authority to the Internal Audit to enhance them to work independently. This is to make sure that they can fully investigate any problem or misconduct and can immediately and directly report the problems found to the Audit committee for every business quarter.

 

  1. The Board of directors has collaborated to devise Development Plan for Executives along with Succession Plan and also undertake annual assessment regarding the work performance of Executives on a regular basis. They also assign the Nomination and Remuneration Committee to consider a compensation system which takes into account the work performances of Executives and translate them into benefits and compensations befitting their business performances. This is an attempt to encourage initiatives on the Executives’ behalf. It is to prompt them to take up challenges and become more successful at what they do. This shall benefit the company as a whole.

 

  1. The company has published Codes of Conduct and provides them to all associates as something to abide by. All of the company’s employee shall work and attend to their duties with honesty and trustworthiness. The company has given Codes of Conduct to all Directors, Executives and employees and urges all to abide by the ethical principles. In addition, the company also provides training/meeting sessions to explain to all employees about the code of conduct described in the manual. Directors and managers at every level shall pay close attention to their subordinates and make sure that they all act according to the principles. More specifically, the company has officially delegated the code of conduct as part of the trainings to be provided and followed up by Human Resources Department on a yearly basis.

       In 2025, the Human Resources Department took the following actions.

  • Sent a document of certification regarding the company’s code of ethics to all directors for review, signature to acknowledge receipt, and agreement to comply with the company’s code of ethics every year.
  • Results : The Human Resources Management Department sent the code of ethics certification form to all 10 directors. All 10 directors reviewed, signed, and agreed to comply with the company’s code of ethics (representing 100%). In the past year, none of the board members engaged in actions or behaviors that were inconsistent with the principles of the company’s code of ethics.
  • Sent a certification document regarding the company’s code of ethics to executives and employees for review, acknowledgment, and agreement to comply with the company’s code of ethics every year

Results : The Human Resources Management Department sent the code of ethics certification form to all executives and employees throughout the organization by publishing it on the intranet system and sending a link via email to complete the annual review assessment. All employees across the organization reviewed, signed, and agreed to comply with the company’s code of ethics, achieving a 100% compliance rate.

  • Conducted orientation sessions to communicate the compliance with the company’s code of ethics to new executives and employees.

Results : The Human Resources Management Department organized orientation sessions to inform all new executives and employees about complying with the company’s code of ethics, achieving 100% participation.

 

  1. The company determines and subsequently announces about a meeting among the Board of directors in advance. The meeting will be held once for every business quarter. There might also be additional meeting(s) if it is deemed as necessary. The agenda of such meeting shall be clearly determined prior to the meeting itself. There might also arise an occasion in which the results and work performance are checked upon. On such occasion, the Company Secretary will send an official letter of invitation, along with the meeting’s agenda to each director 7 days prior to the actual meeting. This is to make certain that all directors have the time needed to ponder and examine the relevant information, be sufficiently prepared and arrive at the meeting ready to discuss the issues or problems. During the Board of directors meeting, all directors can express their opinions freely. All things discussed shall be put down in writing. Afterwards, the records already approved by the Board of directors will be passed on to director of company which shall further investigate and proofread before giving their final approvals. Normally, a meeting lasts for approximately 3 hours. In addition, the company will delegate a Company Secretary and Legal Consultants who shall suggest or recommend on legal matters and other related regulations, oversee the board of directors activities, and coordinate with all associates to ensure that all practices comply with the board of director’s decisions.

 

  1. The company has scheduled a board meeting, without the participation of executive directors, management, and the management team, at least once a year.

In 2025, a meeting of the board of directors was be held without the participation of executive directors, management, and the management team on February 22, 2025 to provide an opportunity for directors to express their opinions and suggestions regarding the work of the executive board and management. The company secretary was responsible for recording meeting minutes and filing the minutes, as well as summarizing the significant points from the meeting and reporting them to the Executive Committee and Chief Executive Officer for action or review. The results were be presented to the company's board of directors.

 
Director development

       The Company realizes and recognizes the value of personnel at all levels from their first step of entering to work in the organization. Therefore, the Company places importance to human resource development and continually promotes the growth of employees at all levels with a variety of human resource development approaches. A suitable annual training plan is set for the Board of directos, the management and employees at various levels. Such personnel development is conducted as training both inside and outside of the organization in order to promote personnel to have skills, knowledge, ability, and to be ready to drive the organization towards the target goals. In addition, the Company places importance on training and instilling employees of all levels to be aware of the anti-corruption issue. It is the main policy that must be operated and reviewed to be carried out on a regular and continuous basis.


Board performance evaluation

       Every year, after the annual business operation comes to an end, all directors must assess work performance of each director. Each director must assess his or her own performance by referring to the SET performance assessment form. The director will then notify the results to the board of directors who will engage in further assessment to find a practical solution in order to develop potentials and skills necessary for the individual to improve their overall performances. The board of directors must also review how each director perform his or her roles and must preemptively prevent any mishap or misconduct that may arise and damage or undermine staffs’ performance or decision making on any issue.

       Criteria for evaluation for Self-Assessment to evaluate entire of the board of directors, Self-Assessment to evaluate subcommittees and Self-Assessment to evaluate individual director cover the following essential points;

  1. Board and subcommittee structure and qualifications.
  2. Board Meeting.
  3. Roles, duties and responsibilities of the Board and subcommittees.
  4. thers, such as relations with the management, directors’ self-development, and executive development.

       Scoring system for Self-Assessment to evaluate entire of the board of directors, Self-Assessment to evaluate subcommittees and Self-Assessment to evaluate individual director divided as, >80%=excellent, >60%=good, >40%=fair, >20%=improvement need and less than 20%=not in action in that topic.

       Performance Evaluation Process  

  1. The company secretary sends the performance evaluation form, referencing the self-assessment form example from the Securities and Exchange Commission of Thailand as the guideline for evaluating the company’s board members and subcommittees.
  2. nce each director completes the performance evaluation, the company secretary compiles the scores and summarizes the results for presentation at the board meeting.
  3. The board of directors will discuss and consider the evaluation results to enhance the efficiency of the board’s duties moving forward.

       In the Board of directors meeting No.1/2025 on February 23, 2025 the summary of this assessment was presented to the Board as follows;

  1. Self-Assessment to evaluate entire of the board of directors which has topics as the structure and qualification of the directors, the roles and responsibilities, the meeting, the duty and acting, the relationships with the management and the skill development of the director and the executive. The assessment process is for all directors to be assessed. The overall assessment is 96.33% or excellent.
  2. Self-Assessment to evaluate sub-committeeswhich has topics as the structure and qualification of the sub-committees, the meeting, the roles responsibilities and duty. The assessment process is made by directors who hold positions on the sub-committees. The verall assessment is 97.97% or excellent.
  3. Self-Assessment to evaluate individual directorwhich has topics as the structure and qualification of the directors, Sub-Committee Meeting, the roles and responsibilities. The assessment process is for all directors to be assessed. The overall assessment is 95.69% or excellent.


Corporate governance of subsidiaries and associated companies

       The subsidiary’s management and business operations are carried out under the same policy and management model as the Company. The operating process, decision-making power as well as consideration and approval of various matters will be in accordance with the scope of duties and responsibilities according to the Company’s authority manual. Moreover, some of the directors and executives of the Company have also held director positions of subsidiaries. Therefore, the management process is certainly within the scope of the Company. Furthermore, information on the Company’s financial position will include the financial status of subsidiaries as well.

       Supervision and Management of Subsidiaries and Associates, The Company will consider appointing a person to represent the Company as a director in proportion to their shareholding in subsidiaries or associated companies or as agreed upon in the agreement and/or appoint executives according to the conditions agreed.

       The Board of Directors or the Executive Committee of the Company will appoint the mentioned representative. They will consider individuals with appropriate qualifications and experience, free of conflicts of interest with the business of subsidiaries or associated companies that the Company has invested in and they will not have any prohibited characteristics or lack trustworthiness according to the law or related regulations.

       In this regard, for the management of business in which the Company has the expertise, the Company will send personnel to represent the Company in the position of a director and/or an executive to take part in the management, including setting policies and management guidelines in accordance with the Company’s work plans along with monitoring and controlling the work to be in accordance with the set work plans.

       In management in other businesses that the Company does not have expertise, the Company will send a representative in the position of a director instead of going into direct administration.

       The person who has been appointed as the representative of the Company must perform duties as a director and/or management of a subsidiary or associated company with responsibility. The person is expected to supervise and monitor the business operations of subsidiaries or associated companies to ensure compliance with applicable laws, regulations and rules. In addition, persons who represent the Company must prevent all related persons, including parents, siblings, children, adopted children, spouses or cohabitants as husband and wife of the representative, from using the Company’s inside information and that of subsidiaries and affiliates for their own benefit or that of others that is beyond the interests of the Company, subsidiaries and associated companies.

       In 2025, the Company, its subsidiaries, and associated companies will continue to operate within the framework of the governance policy for subsidiaries and associated companies.


 
Other guidelines related to the board of directors

 CEO and Executive Succession Plan  

       The Board of Directors has assigned the Executive Committee to create a succession plan for key senior management positions or individuals eligible for senior management roles, with regular reviews of the plan. The guideline and selection criteria will be based on knowledge, experience, and expertise relevant to the company’s business. Internal personnel will be evaluated first, with those receiving good performance assessments being selected. A training program will be developed to prepare selected individuals for succession to the Chief Executive Officer and senior management positions. The Human Resources Management team will report progress to the Executive Committee and then to the Board of Directors.

       In 2025, training programs were conducted to prepare selected individuals for succession as planned.

 

Performance Evaluation of the Chief Executive Officer

       The Board of Directors has assigned the Executive Committee to establish a framework for the annual performance evaluation of the Chief Executive Officer and senior executives, considering their responsibilities and associated risks. The evaluation criteria will be based on the company’s performance, as defined by key performance indicators (KPIs), as well as the execution of duties and responsibilities assigned. For the evaluation process, the Chief Executive Officer is required to plan and set business goals and performance targets for the company, which will serve as performance indicators, and present them for review by the Executive Committee. The Chief Executive Officer will report the company’s performance and results to the Executive Committee every month and provide a quarterly report to the Board of Directors.

In 2025, the Chief Executive Officer’s performance met the established criteria and targets.

 

Successor Development Training in 2025

       The company prioritizes the development of successors to fill key positions that will soon retire. These positions are divided into critical positions for retirement within 3–5 years and sustained positions. High-potential employees within the organization are selected to provide opportunities for learning and growth, enabling them to advance in their careers toward executive positions within the company.

       In 2025, the company continued the successor development program to ensure the continuity of key positions to establish stability in organizational management and prepare for a smooth transition of positions in the future.

 

Operational Process  

  1. Target Group Classification.
    • Critical Positions: Positions with a planned retirement within 3–5 years.
    • Sustained Positions: Positions that are strategically important in the long term.
  2. Selection and Consideration of Successors.

The company uses the 9-Box Grid as the main tool to assess the potential and performance of employees. The criteria are divided into two areas;

  • Potential : The ability to develop and grow into higher positions.
  • Performance: The success in achieving past performance goals.
  1. Establishment of the Career Committee.

To enhance efficiency and transparency in the selection process, the company has established the Career Committee, consisting of senior executives from various departments to;

  • Review and approve the list of successors.
  • Review and oversee individual development plans.
  • Monitor the progress of successors development.
  1. Continuous Plan Adjustment.

The company evaluates successors regularly every quarter. The Career Committee will decide on any changes or additions to the list of successors to align with the situation and the performance of each individual.

  1. Individual Development Plan : IDP
    • Create an individual development plan for successors, covering the necessary skills, knowledge, and abilities.
    • Use training, mentoring, and special projects to develop their potential.

 

Monitoring and Reporting Results

  • The company holds quarterly meetings to track the development progress of successors.
  • Evaluation results and progress reports are continuously presented to the Executive Committee.

 

Performance Results

  • Successors in the critical positions group are regularly monitored and their development plans are adjusted based on evaluations.
  • In the sustained positions group, new successors are added to some positions to align with the 9-Box Grid criteria and the readiness of individuals.

 

Future Goals

       The company is committed to developing a flexible and efficient succession process to ensure stability in management roles and promote long-term sustainability for the organization.

        This information reflects the company’s dedication to preparing for and ensuring continuity in key positions, creating value for the organization and shareholders in the future.

Successor

2025

2024

Supervisory

(persons)

Executive

(persons)

Total

(persons)

Supervisory

(persons)

Executive

(persons)

Total

(persons)

Critical Positions: Positions with a planned retirement within 3–5 years

8

6

14

7

4

11

Sustained Positions: Positions that are strategically important in the long term

48

25

73

22

11

33


Policy and guidelines related to shareholders and stakeholders

Shareholders

Shareholders’ Rights.

In 2025, the company held one meeting as the Annual General Meeting of Year 2024. The company used this opportunity to allow all of our shareholders to participate in the matters relating to business management and share their opinions on some aspects of the business operation. What follow are the details of the meeting and its activities.

  1. The Annual General Meeting of Shareholders was held by means of electronic media (E-Meeting) at the Company’s meeting room. The electronic conference system has been hired as the operator of the meeting. The Company gives shareholders the opportunity to attend the meeting in electronic media format and also facilitates and encourages all shareholders, including institutional investors, to attend all forms of meetings. The Company does not discourage shareholders from communicating with each other.
  2. The company allowed our shareholders to voice their concerns over various issues which would then be included in the meeting’s agenda. The shareholders could also nominate in advance an individual they deemed fit to become a director of the company. This must be done during October 1, 2025 until December 30, 2025 for the Annual General Meeting 2026. The company notified all shareholders using the SET news system and also provided additional information along with specific clarifications regarding the criteria and the specific courses of action on the company’s website.
  3. The company sent the letters of invitation to the annual meeting along with related information and documents to be used at the meeting to all of our shareholders. These included the annual report, financial statements and other related documents that the meeting attendees had to bring to the meeting and used them to confirm their identities. They each also received a letter of proxy which would be used to notify the committee of their absences and also to authorize or entrust another individual as their substitutes. This must be done within 7 working days prior to the meeting. In any case, the meeting documents that were sent to all shareholders along with an official letter of invitation to the meeting must provide adequate and complete information. The shareholders can use them and put together their opinion to make various decisions as specified by the meeting’s agenda. Furthermore, the company also included another option for the shareholders in allowing the Independent Director to act on behalf of the shareholders who were unable to attend the meeting.
  4. The company had attached Letter of Proxy, Type B which specifies that the shareholders can determine how they should vote during each period. With it, the company also sent a letter of invitation with date and time of the upcoming meeting. For those shareholders who could not come to the meeting, they would have to notify the independent director and authorize other individuals to attend the meeting and vote on their behalf. The aforementioned documents were also available and could be downloaded from the company’s website.
  5. The Meeting would be announced the specific procedures and counting the votes before starting the meeting. Each shareholder has one vote count per one stock owned.
  6. The Chairman of the meeting orchestrated the meeting as described in the agenda attached to the official invitation to the annual meeting. The executive committee allowed all meeting attendees to voice their opinions and ask question during each chapter of the meeting. The Board of Directors themselves would also give relevant comments, articulate additional suggestions and subsequently makes a record of important issues discussed during the meeting in the Minutes.
  7. The company did not introduce another meeting agenda or changed any important information without notifying the shareholders in advance.
  8. The company distributed the Minutes of the Annual General Meeting to notify all shareholders about the results of the meeting. All shareholders can verify the information using information channels of the SET as well as through visiting the company’s website within 14 days after the day of the meeting.


Treating All Shareholders Impartially

The company abides by the policy which states that we shall treat all shareholders impartially using the same standard regardless of whether one is a major shareholder, a minor shareholder, or an institutional investor. This is to ensure that the company has bona fide and sustainable impartiality. Measures taken to uphold the value are as follows.

  1. The company arranges all meetings among all shareholders using the same standards and procedures and try to facilitate all shareholders and investors, give them equal opportunities in asking questions during meetings and voicing their opinions during each chapter of the meeting. The Chairman of the meeting was overseeing the convention heeds and respects all shareholders’ opinions and always try to answer to all concerns voiced and questions asked as completely as possible. This is evident in Minutes following every annual general meeting.
  2. For the Annual General Meeting among in year 2025, the company distributed an invitation card as well as the annual report, Financial statement and a letter of proxy to be used in nominating at least one person to become an independent director to all shareholders whose name appeared in the company’s record of stocks holding. The company also publicly announced the information regarding the date and time of the Annual General Meeting and the intended agenda in a newspaper prior to the meeting at least 7 days for a period of 3 consecutive days.
  3. The company allowed our shareholders to voice their concerns over various issues which would then be included in the meeting’s agenda. The shareholders could also nominate in advance an individual they deemed fit to become a director of the company. This must be done during October 1, 2024 until December 30, 2024 for the Annual General Meeting 2023. The company notified all shareholders using the SET news system and also provided additional information along with specific clarifications regarding the criteria and the specific courses of action on the company’s website.
  4. The company allowed our shareholders to exercise their rights in nominating and appointing director of the company as a private individual.
  5. The company enfranchised all of our shareholders their rights over the company’s decision making based on the quantity of stocks owned. This is the standard practice which is applied to all of our shareholders. They can use their specified counts to vote and influence a decision when the occasion arises.


Creditors

Creditor’s treatment policy.

       The Company has a policy of treating creditors with equality, fairness, and transparency by strictly adhering to various conditions as follows:

  1. The Company has treated all creditors of the Company with equality, fairness, and transparency without taking advantage of the Company’s creditors.
  2. The Company does not use fraudulent methods or conceal any vital information or facts that may cause damage to creditors.
  3. The Company complies with the terms of the various agreements that have been made with all types of creditors strictly and honestly, especially regarding guarantee conditions, capital management and in the event of a default.
  4. Repay the loan with interest to all types of creditors completely and on the agreed deadline.

 

       The Target of the Number of Complaints from Creditors is “Zero”

       In 2025, the Company did not receive any complaint from creditors.

 

       Performance in the Past Year

       The Company could pay debts to creditors according to the conditions and within the specified period. It could strictly comply with the terms and conditions of the contract and financial commitments, including repayment of principal, interest, and other collateral under the relevant contract. There was no use of dishonest methods to conceal information or facts that may have caused damage to creditors. In the event of the Company’s failure to comply with any of the conditions, the Company will promptly notify the creditors in advance in order to jointly seek solutions.

 

       Disputes over the treatment of creditors over the past 3 years.

       The Company has not had any major creditor treatment disputes in the past three years.

 
Other guidelines and measures related to shareholders and stakeholders

 Policy on treatment of customers, service providers and competitors.

       The Company has a policy of treating customers, service providers and competitors with equality, fairness, and transparency by strictly adhering to the various conditions as follows;

  1. The Company believes in the free trading and free competition system; thus, the Company strictly abides by all laws related to trade and business operations.
  2. The Company does not support invasive economic activities including conducting businesses that are unfair, unethical, and illegal in all forms.
  3. The Company has established clear and concrete guidelines that are to be practiced equally when dealing with all customers, business partners and competitors, based on facts and reasons. This is to ensure fairness, transparency, and accountability in all cases.

 

       Less than 10 customer complaints goal in 2025.

       There were 20 customer complaints on the record. The company conducted a meeting to identify the errors and preventive measures to reduce customer complaints. For the four complaints, the company already investigated and sent replacement products according to the amount of damage under the company’s responsibility.


Policy on Fair and Non-Discriminatory Procurement Practices

       The company emphasizes the principles of good corporate governance, conducting business with transparency, and avoiding unfair competitive advantages. To ensure a transparent, fair, and auditable procurement process, as well as building trust with stakeholders through operations, the company has established the following procurement practices policy:

  1. Procurement is conducted with a focus on value for money, efficiency, and effectiveness in terms of quality, price, and service to achieve maximum benefit. The company emphasizes business ethics, treating business partners fairly, providing accurate, complete, clear, and transparent information, ensuring equal treatment of all partners and accepting partners’ feedback and suggestions.
  2. Procurement is made with partners and suppliers who comply with the law fairly and without discrimination. They must not use illegal labor, respect human rights, treat workers fairly, and take responsibility for society and the environment.
  3. There is a responsible structure in place, along with the review and development of fair procurement management processes/systems.
  4. There is a procurement process that is cost-effective, transparent, efficient, equitable, non-discriminatory, and auditable, in compliance with applicable regulations and laws. It also includes good risk management and internal control practices.
  5. Monitor, supervise, and assess risks to ensure that partners deliver products and services according to the terms of the contract.
  6. Focus on managing business partners, building good relationships, and enhancing capabilities for continuous and sustainable joint development.

 

       The Goal Is to Have “Zero” Complaints Regarding Procurement.

       In 2025, the company did not receive any complaints related to procurement.

       

       Performance in the Past Year.

       The company followed the established procurement guidelines and criteria, and did not receive any complaints regarding procurement.

       

       Procurement Disputes in the Past 3 Years.

       The company has had no significant procurement disputes in the past 3 years.


Privacy Policy 

       The Company recognizes the importance of the protection of personal information, which is a fundamental right to privacy that must be protected in accordance with the Constitution of the Kingdom of Thailand B.E. 2560 (2017) and to ensure that the Company’s operations comply with the international principles of personal information protection and the Personal Data Protection Act B.E. 2562 (2019), while also being in line with the principles of good corporate governance.

       The Company has strictly followed the relevant regulations by appointing a personal data controller to make decisions about the collection, use, or disclosure of personal data. Providing the security measures for personal data are provided to prevent others from using or disclosing personal information, and the Personal Information Protection Office will be notified in the case of a personal data violation.

 

       Target.

       The Company was not prosecuted for infringement of personal data rights.

       

       Performance in the Past Year.

       The Company conducted training and educated employees at all levels on the personal data protection policy, along with coordinating with all agencies to express its intention to employees, customers, partners, or persons related to the business in regard to the preservation of personal data rights of customers, partners, or persons related to the Company’s business to ensure that the Company does not disclose the information of employees, customers, partners, or persons related to the business to other persons. In the event that the Company is required to disclose personal information, it must obtain the consent of employees, customers, partners, or persons related to the Company’s business in all cases.

 

       Dispute Regarding Violation of Personal Data Disclosure Rights in the Past 3 Years:

       The company has not been involved in any disputes related to the violation of personal data disclosure rights in the past 3 years.

  

Prevention of conflicts of interest

       Prevention of conflicts of interest and insider

       Regarding the use of internal information, the company observes and abides by the principles of good business management as stated in the company’s Code of Conduct (https://www.cpi-th.com/public/upload/ir/files/file-31052021-17012205.pdf) and the Board of directors, Executives and Employees Duties and Responsibilities Manual which are both given to all Directors, Executives and employee on their first day of work. The following is a short summary for a number of important policies written in the manuals.

  1. The company determines that all directors, executives and employees must sign and acknowledge any related announcements from the Office of the Securities and Exchange Commission (SEC) which specify that all directors and executives of the company must report any change in shareholding of the company to SEC in accordance with Provision 59 of The Securities and Exchange Act B.E. 2535 within 3 days after the change in shareholding.
  2. The company has a policy which states that Director and Executives must notify about the trading of the company’s stocks at least 1 day prior to the actual transaction so that the Audit committee can investigate on the matter through Company Secretary and must hand in report on all stakes holders involved every 6 month. Secretary Company must hand in a copy of the report to the head of the Audit and Risk committee afterwards. The directors and executives has a duty to report changes in securities holding to SEC and informing the Company Secretary in order to record the changes and summarize securities of individual directors and executives to report to the Board of Directors.
  3. The company determines that no employee can disclose financial information or other information that can affect the company’s stocks’ prices to the outsiders or stakeholders. The company also prohibits selling and purchasing of stocks during the 1 month period in which any financial information or other confidential details may affect the prices of the company’s stocks. Any company’s subsidiaries that choose to disclose such information to the general public must not sell or purchase the company stocks until 24 hours after the information disclosure. Violation of these conditions is considered an offense against the company’s disciplines. If a director, an executive or an employee comes to know about the important but confidential information, the individual shall receive a penalty as befits the level of his or her infringement. This can range from warning, salary cut and unpaid suspension to layoff. In addition, the company also determines that director, executive shall report to the Audit Committee about the selling and purchasing of the company’s stocks at least 1 day prior to the actual transaction. The specific details of the selling or purchasing of the company’s stocks shall be collected and passed on to the Company Secretary who would then present the information to the Audit committee to analyze and determine whether the proposed transaction is in line with the company’s policies.

 

       Performance for the prevention of the use of internal information and the use of internal information for exploitation

  • Delivered testimonial documents regarding the Company’s Code of Conduct, which specifies any action contrary to the Company’s interests, use of internal information, and disclosure of information of the Company related to stock trading to all directors to review, sign to acknowledge, and agree to comply with the policy every year.

Performance : The Human Resources Management Department submitted a testimonial form regarding the Company’s Code of Conduct to 10 directors, and all directors reviewed, signed to acknowledge, and agreed to comply with the policies. All directors did not act or participate in behavior that is inconsistent with the intention of the Company’s Code of Conduct.

  • Delivered testimonial documents regarding the Company’s Code of Conduct, which specifies any action contrary to the interests of the Company, use of internal information, and disclosure of Company information related to stock trading to executives and employees for acknowledgment every year.

Performance : The Human Resources Management Department sent a certification form on the Code of Conduct to executives and employees throughout the organization, published through the intranet system, and sent a link via email for executives and employees to complete the assessment for review every year. All employees of the organization reviewed, signed, and agreed to fully comply with the policy, representing 100% of the total employees.

  • The Company Secretary Department sent an email to the directors and executives to inform them of the Black Period in advance.

Performance: The Company Secretary sent an email to the directors and executives informing them of the Black Period prior to the quarterly financial statement review meeting, and no directors or executives traded securities during the period specified by the Company to refrain from trading. In 2025, directors and executives traded the Company’s securities a total of 13 times, and from the inspection, it was found that directors and executives followed the company's policies correctly and completely.

  • Verified the case the Company’s directors or executives have used insider information to seek improper benefits.

Performance : No such case.

  • Verified the case the Company’s directors or executives are involved in a conflict of interest transaction.

Performance : No such case.

  • Verified the case of a director or senior executive who used to be an employee or partner of an external audit firm that the Company used in the past 2 years.

Performance : No such case.


Anti-corruption

Anti-Corruption Management

       The company signed a jointed program among private companies in Thailand as a gesture to fight against corruption. The Chairman of the company acknowledged and participated in the ratification announcement known as ‘Collective Action Coalition’ among all Thai private companies to oppose and fight against every forms of corruptions. The Board of directors had considered and approved counter corruption policies, Link : https://www.cpi-th.com/th/corporate-governance/5, protection policies for employees who take the courage to notify about corruption or other forms of misconduct (Whistle Blower Policy), Link : https://www.cpi-th.com/th/corporate-governance/6 and the policy on gifts receiving or taking unlawful possessions by notifying all parties involved, both internal and external, along with all of the company’s employee to abide by the policies and related regulations.

 

       Implementation and Monitoring of Anti-Corruption Policy Compliance in 2025.  

  • The company has established a training program to educate and inform new employees about whistleblowing channels and complaints during the orientation process and has provided training to educate and inform employees at all levels, including subsidiary employees, about whistleblowing channels, complaints, and other information continuously through the annual training course and communication via intranet. The results of the training and acknowledgment signatures have been completed, representing 100% of all employees.
  • The company has developed e-learning materials on the Anti-Corruption Policy and business ethics, which are shared through the company’s intranet.
  • The company has sent the certification documents regarding the Anti-Corruption Policy, the Policy for the Protection and Fair Treatment of Employees Who Report Information or Provide Whistleblowing on Corruption or Non-Compliance with Laws, Regulations, and the Company’s Code of Ethics (Whistleblower Policy), and the Policy on the Acceptance and Giving of Gifts, Property, or Other Benefits to all 10 directors for review, signature, and agreement to comply with these policies. All 10 directors reviewed and signed to acknowledge and agree to comply (representing 100%). In the past year, none of the directors engaged in or participated in behavior inconsistent with the intent of these policies.
  • The company has sent the certification documents regarding the Anti-Corruption Policy, the Policy for the Protection and Fair Treatment of Employees Who Report Information or Provide Whistleblowing on Corruption or Non-Compliance with Laws, Regulations, and the Company’s Code of Ethics (Whistleblower Policy), and the Policy on the Acceptance and Giving of Gifts, Property, or Other Benefits to all directors for review, signature, and agreement to comply with these policies. The company has also provided this information to all executives and employees at all levels through the annual training program and published it on the intranet. The result of the training and signed acknowledgment is 100% of all executives and employees.
  • The company reviews, inspects, and updates its anti-corruption measures, policies, and related practices to ensure they are appropriate for business operations and align with any changes in potential risks, and reports these to the Board of Directors annually.
  • The Internal Audit Department has reviewed compliance with the Anti-Corruption Policy, which is included in the annual audit plan, and found no violations of the policy. Additionally, the department examined complaints received through various reporting channels and found no significant complaints related to corruption. The results were reported to the Corporate Governance and Sustainability Development Committee, the Audit and Risk Management Committee, and the Board of Directors.
  • The company has received a certificate renewing its membership in the Thai Private Sector Collective Action Against Corruption (CAC). This certificate is valid for 3 years (September 2025 – September 2028)


Whistleblowing and Protection of Whistleblowers

Whistle Blowing

       Whistle Blowing” system which would allow the company’s employees and all shareholders to notify the company about plausible misconducts, violations of the company’s code of conduct, regulations and other rules concerning working, laws or corruption. The system can help with business operation by keeping it in line with work ethics and sustainable development. Everybody can inform the company about the plausible misconducts via;

  • Complaints can be made directly verbally or written.
  • Through the CPI Hotline system via telephon number 02-034-0284 which is a channel for reporting information/complaints operated independently by an external service provider on behalf of “Chumphon Palm Oil Industry Public Company Limited.”
  • The company website : https://www.cpi-th.com/th/corporate-governance/6
  • Send to Chairman of Audit and Risk Management Committee E-mail: noppornpicha@hotmail.com

 

       The Company takes the notification of information/leads on complaints seriously, starting the process of reviewing all facts as soon as possible. Information is kept confidential. Informants are not required to disclose their identity unless they choose to reveal their identity. Additionally, if the informant wants to report on other matters that do not cover the above services, the information can notify the Internal Audit Manager directly.


Preventing the misuse of inside information

       The Board of Directors is aware that the company’s information, finance-related or not, can have an impact or influence how investors and other stakeholders make their decision. Therefore, the Board of Directors has always explicitly instructed all Executives to be extraordinarily careful in disclosing the information which must be done completely, truthfully, reliably, regularly, and also in a timely manner. The Executives has always given priority to the aforementioned principles and behave accordingly. And regarding to services given to sustain investor’s relations, the company has delegated Chief Financial Officer to act on behalf of the company in contacting and communicating with investors, shareholders, analysts, relevant government agencies, investor’s institutions as well as the general public. For further information or specific inquiries, please contact us at 0-269-9166 or visit our website at www.cpi-th.com or email us at info@cpi-th.com

       Target : The Company will disclose complete information with transparency to investors, shareholders, analysts, relevant government agencies, investment institutions, and the general public. The Company also submits quarterly and annual financial reports on time without an order to amend quarterly and annual financial statements and without any action taken by regulatory agencies due to the fact that no important event information is announced within the period prescribed by the government.

       Performance in 2025

  • The Company had no late submission of quarterly financial reports and annual financial reports.
  • There was no case for the revision of the quarterly financial statements and annual financial statements.
  • There was no operation by the regulatory agency because the Company did not announce any information about important events within the specified period.


Gift giving or receiving, entertainment, or business hospitality

Policy on receiving or giving gifts, property or other benefits

 It is stipulated that all directors, executives and employees, including employees in subsidiaries, must comply with the following general policies:

  1. Directors, executives and employees may receive and give gifts, property or other benefits, including entertainment or receiving entertainment from others on various occasions according to tradition or culture or giving according to social etiquette. Such receiving or giving must not affect business decisions and such receiving or giving must be done transparently, openly and can be disclosed.
  2. Gifts received should avoid gifts that are cash or cash equivalents.
  3. The Company has set criteria for receiving gifts, property or other benefits according to Section 1 as follows...

3.1 Receiving gifts, property or other benefits given to the Company and valuable for commemorating an important event of the Company, the gift, property or benefit must be delivered to the supervisor for consideration in every case.

3.2 Receiving gifts, property or other benefits according to Section 3.1 in every item/case (except for receiving gifts with the logo of the donating agency, such as calendars, notebooks, pens, umbrellas, drinking water containers, etc.) must be delivered to the central office as specified by the Company.

  1. In the event that an outsider offers gifts, assets or other benefits to directors, executives and employees, which gifts, assets or benefits are subject to prior approval, but if in a situation where it is impossible to refuse at that time, it may be accepted first and immediately notified the supervisor. The recipient must be able to provide a reasonable reason for accepting them. In the case of accepting other benefits, such as social gatherings or receptions, it must be confirmed that the acceptance is not in the nature of excessive spending or frequent, causing obligations to the person who organized the social gathering or reception, whether directly or indirectly.
  2. Directors, executives and employees shall not request or accept gifts, assets or other benefits from customers, business partners, contractors or those involved in the Company's business in any case, which may affect the decision to perform duties with bias or embarrassment or be a conflict of interest with the Company.
  3. Directors, executives and employees are responsible for reporting the receipt of gifts, assets or other benefits. The Company will regularly inform customers, business partners, contractors or those involved in the Company's business about the policy on receiving and giving gifts, assets or other benefits.
  4. Gifts, assets or other benefits received or given must not be immoral and must not be illegal.
  5. The Company does not prohibit the preparation of gifts with the Company's logo, as long as the giving of gifts to such persons is reasonable and consistent with the business operations.
  6. Refrain from giving gifts to supervisors or receiving gifts from subordinates, unless it is a traditional gift.


Information and assets usage and protection

Treatment of the Company's Information and Assets

  1. Recording, Reporting and Data Storage.

 All employees are required to ensure that information related to their work is accurate, current, secure and can be used as a reference or for the benefit of the Company immediately. At the same time, employees must not use such information for their own or others' benefits. In recording or reporting the above information, employees must do so in accordance with the specified systems, regulations and practices.

  1. Electronic Communication and Electronic Data Maintenance.
    1. All tools, equipment, and electronic communications or information technology are the property of the Company and are provided for use in the Company's business operations.
    2. Employees must be careful in disclosing electronic communication information. In the case of confidential information, it must be encrypted.
    3. Employees should not communicate electronically for personal gain. They should avoid sending chain letters or any form of communication that will damage the Company's image. They should also not present messages and/or content that is illegal or immoral.
    4. The Company promotes the use of the Internet for business operations and as a learning tool, with the Company's interests as the primary concern.
    5. Employees must avoid websites that are illegal and immoral, and refrain from disseminating such information to others.
    6. Only assigned employees have the right to access data files, whether stored in computer files or otherwise.
    7. Unassigned employees are prohibited from viewing, duplicating, publishing, deleting, destroying, or changing data, changing passwords, or performing any other actions that will damage data.
    8. Employees whose duties require the use of computers Must sign a document certifying that you will not use any illegal software.


Anti-unfair competitiveness

       The Company does not support any economic activities that exploit each other, including any unfair, unethical, and illegal business activities in any form. The Company will treat customers, suppliers, competitors, and business partners as follows:

  1. To organize free and full-scale competition based on honesty and in accordance with the law.
  2. Treat all customers, suppliers, competitors and business partners fairly, equally and without bias.
  3. Present products and services honestly and avoid fraudulent acts.
  4. Refrain from criticizing products, products and services of business competitors without supporting facts.
  5. Openly inform all suppliers that the company will allow free and fair competition in presenting products and services to the company and the company will consider selecting products and services based on quality, efficiency and cost consistency.


Information and IT system security

Policy on Safety and Computer System Usage

       The company recognizes the importance of utilizing information technology to enhance business operations and improve work efficiency, while considering the safety of system usage and data access. Therefore, the company has established a policy on safety and computer system usage to ensure proper governance and management of information technology.

       Objectives

  • There must be no employees using unauthorized software on the company’s computers.
  • Define access rights to information at each level of employees for data access.

 

Performance in the Past Year

  • The Information Technology department has a plan to regularly check software usage on employee computers every year. Additionally, a system has been installed to control program installations. Whenever a program is installed on the company’s computers, the installation will require authorization from the IT department through an encryption system before the installation can proceed.
  • Define access control, including monitoring and auditing data access according to the established criteria.

       

       Disputes Related to Security and Computer System Usage in the Past 3 Years

        The company has not had any significant disputes regarding security and computer system usage in the past 3 years.


Promotion of compliance with the business code of conduct

       The company has published Codes of Conduct and provides them to all associates as something to abide by. All of the company’s employee shall work and attend to their duties with honesty and trustworthiness. The company has given Codes of Conduct to all Directors, Executives and employees and urges all to abide by the ethical principles. In addition, the company also provides training/meeting sessions to explain to all employees about the code of conduct described in the manual. Directors and managers at every level shall pay close attention to their subordinates and make sure that they all act according to the principles. More specifically, the company has officially delegated the code of conduct as part of the trainings to be provided and followed up by Human Resources Department on a yearly basis.

       In 2025, the Human Resources Department took the following actions.

  • Sent a document of certification regarding the company’s code of ethics to all directors for review, signature to acknowledge receipt, and agreement to comply with the company’s code of ethics every year.

Results : The Human Resources Management Department sent the code of ethics certification form to all 10 directors. All 10 directors reviewed, signed, and agreed to comply with the company’s code of ethics (representing 100%). In the past year, none of the board members engaged in actions or behaviors that were inconsistent with the principles of the company’s code of ethics.

  • Sent a certification document regarding the company’s code of ethics to executives and employees for review, acknowledgment, and agreement to comply with the company’s code of ethics every year

Results :The Human Resources Management Department sent the code of ethics certification form to all executives and employees throughout the organization by publishing it on the intranet system and sending a link via email to complete the annual review assessment. All employees across the organization reviewed, signed, and agreed to comply with the company’s code of ethics, achieving a 100% compliance rate.

  • Conducted orientation sessions to communicate the compliance with the company’s code of ethics to new executives and employees.

Results : The Human Resources Management Department organized orientation sessions to inform all new executives and employees about complying with the company’s code of ethics, achieving 100% participation.


Participation in anti-corruption networks

Participation or declaration of intent to join anti-corruption networks

:

Yes

Anti-corruption networks or projects the company has joined or declared intent to join

:

Thai Private Sector Collective Action Against Corruption (CAC)CAC membership certification status : Certified